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Articles 451 - 480 of 596
Full-Text Articles in Business Organizations Law
Corporations - Exculpatory Provision In Bond - Stockholders' Liability For Illegal Dividends
Corporations - Exculpatory Provision In Bond - Stockholders' Liability For Illegal Dividends
Michigan Law Review
A bondholders' protective committee sued a holding company under a Michigan statute making stockholders in street railway companies, who knowingly receive dividends in impairment of capital stock, liable for corporate debt then existing and subsequently accruing while they remain stockholders. The defense relied on was a "no recourse" clause in the bonds wherein the creditors waived their rights to any assessment whatsoever "against any incorporator, stockholder, officer or director of the railway company, or any successor corporation." Held, the "no recourse" clause waived only liabilities where the defendant acted in good faith; not where the defendant acted fraudulently in …
Corporations-Reorganization Under Bankruptcy Act-Jurisdiction Extending Throughout United States As Substitute For Ancillary Proceedings
Michigan Law Review
On petition of debtor railroad seeking reorganization under Section 77, the District Court for the Northern District of Illinois, eastern division, enjoined non-resident pledgees from exercising their power of sale. Extra-territorial jurisdiction was grounded on Section 77 B, giving to the District Court "exclusive jurisdiction of the debtor and its property wherever located." Held, that "exclusive jurisdiction" means control over the debtor's property wherever located within the United States, and to protect the property process may issue affecting persons anywhere within the United States. Continental Illinois Nat. Bank v. Chicago, Rock Island & Pacific Ry., (U.S. 1935) 55 …
Corporations -Liability Of Broker On Misleading Circulars
Corporations -Liability Of Broker On Misleading Circulars
Michigan Law Review
The possibilities of civil and criminal liability under the recent Securities Act of 1933 and the Securities Exchange Act of 1934 have caused considerable fear to those business groups which take part in the business of issuing and transferring corporate securities. The federal acts do subject the vendor of securities who induces sales by means of false or misleading prospectuses and circulars to a possibility of civil liability which was not present under the common law. In a recent Michigan case, the court reached substantially the objectives sought by these acts by applying the existing rules of common law in …
Corporations - Fiduciary Relation Of Directors - Purchase Of Stock For Company
Corporations - Fiduciary Relation Of Directors - Purchase Of Stock For Company
Michigan Law Review
A company needed a block of stock offered to it in order to acquire certain patent rights. The finances of the company were insufficient to effect the purchase. The board of directors accepted the offer for the company with the understanding that the directors would acquire the stock individually and turn over to the company the needed patent rights. After bankruptcy, the trustee of the company sued to recover profits realized by the directors from a sale of the stock. Held, the inability of the company to purchase the stock itself does not relieve the directors from liability for …
Corporations - Right Of Preferred Stockholders To Participate In Dividends Beyond Specified Amount
Corporations - Right Of Preferred Stockholders To Participate In Dividends Beyond Specified Amount
Michigan Law Review
The holders of a minority of the preferred stock of a foundry company petitioned for receivership and repayment of part of the dividends which had been paid to common stockholders, contending that after payment of the stipulated 6 per cent dividend on the preferred stock and a like percentage on the common stock, preferred and common stockholders should participate alike in all further dividends declared. There was no provision in the articles or by-laws of the corporation concerning such participation in dividends. Held, that in the absence of express provision, preferred stockholders are entitled to receive only their guaranteed …
Corporations-Voting Trust Agreements - Extensions Beyond Statutory Limit
Corporations-Voting Trust Agreements - Extensions Beyond Statutory Limit
Michigan Law Review
A voting trust agreement provided that the trust should continue for ten years from the date thereof, and authorized the trustees at the expiration of such term to renew the agreement for a further term. Held, that under the New York statute limiting voting trusts to ten years the agreement was valid for such period, but the provision authorizing renewal was invalid. Kittinger v. Churchill Evangelistic Ass'n, 151 Misc. 350, 271 N. Y. S. 510 (1934).
Corporations - Depreciation And Net Profits For Dividend Purposes
Corporations - Depreciation And Net Profits For Dividend Purposes
Michigan Law Review
This discussion will deal only with cash dividends on par value stock. It proceeds on the assumption that dividends in a particular jurisdiction may be paid only from "net profits," but it is not the writer's purpose to interpret "net profits" except so far as that term is affected by depreciation. The discussion will consist of a short examination of the economic nature of depreciation; a consideration of accounting techniques for handling depreciation in the accounts, with an evaluation of these techniques from the point of view of analytical jurisprudence; and a discussion of the case law.
Corporations-Trust Indenture-Notice To Security Holders Of Contents Of Indenture
Corporations-Trust Indenture-Notice To Security Holders Of Contents Of Indenture
Michigan Law Review
Ever since corporate bonds made their appearance more than a century ago, there has been a steady increase in difficult problems relating thereto. Not the least interesting of these problems pertains to the matter of notice to holders of the bonds and other securities of the contents of the indenture under which they are generally issued. The question becomes acute when one of these bondholders starts suit in law or in equity, and is met by the proposition that his right to so sue is limited by the trust indenture. There are two aspects to the matter, and it is …
Corporations-Creditors' Right To Avoid Contract Between Holding And Subsidiary Corporations
Corporations-Creditors' Right To Avoid Contract Between Holding And Subsidiary Corporations
Michigan Law Review
In an ancillary proceeding, the receiver of a subsidiary corporation sought inter alia to recover from the parent corporation, which had owned for about thirteen years all of the stock of the subsidiary except shares necessary to qualify directors, fees paid under contracts during that period for management and engineering services. Held, the court will read just the consideration paid for these services and permit recovery against the parent corporation for the excess. Grand Rapids Trust Co. v. United Light and Power Co., (D. C. W. D. Mich. 1931) 7 F. Supp. 511.
Corporations -De Facto Existence Of Corporations Where Charter Expired
Corporations -De Facto Existence Of Corporations Where Charter Expired
Michigan Law Review
After expiration of its charter the defendant corporation, which had been operating under the name of "Trustees of the Young Harris Institute," continued to conduct the business for which it was incorporated, holding itself out to the public as a corporate entity under the name of "Young L. G. Harris College." Plaintiff sued on a contract for goods and services furnished to defendant as "Young L. G. Harris College." Held, defendant is a de facto corporation and cannot escape liability on the ground that there was in fact no legal corporation by the name of "Young L. G. Harris …
Business Associations - Joint Adventure Distinguished From Partnership
Business Associations - Joint Adventure Distinguished From Partnership
Michigan Law Review
The defendants, husband and wife, agreed with the plaintiff for the construction and sale of a house on the wife's land, she to be paid a certain sum from the proceeds, and the husband and plaintiff to receive fair compensation for their work, with the balance, if any, to be divided between the husband and plaintiff. Held, that the agreement created a joint adventure between the plaintiff and the husband rather than a partnership. Garber v. Whittaker, (Del. 1934) 174 Atl. 34.
Corporations-Tort Liability Of Independent Taxi Owners' Associations
Corporations-Tort Liability Of Independent Taxi Owners' Associations
Michigan Law Review
(a) In order to meet the competition of the large taxicab companies a number of taxi drivers owning their own cabs join together to advertise under a common name, establish a more efficient phone service, and secure the benefits of large-scale garage service. For this purpose a non-profit-sharing corporation is organized, to the expenses of which each driver contributes initiation fees and dues. (b) In order to avoid the liabilities which attend the ownership of cars one of the large taxi companies sells its cabs to the drivers. The drivers now pay the company a certain compensation in "dues" for …
Corporations-Purchase Of Notes And Mortgages As "Doing Business"
Corporations-Purchase Of Notes And Mortgages As "Doing Business"
Michigan Law Review
C was engaged in loaning money in Idaho. He sold many of the notes and mortgages which he thus received to the plaintiff, a foreign corporation. It was his practice, nevertheless, to collect the interest on these notes and remit it to the plaintiff. The actual sales of the notes and mortgages occurred in Chicago. In this manner the plaintiff acquired the note of the defendant, a resident of Idaho and his mortgage on Idaho land. The Idaho statute forbids a foreign corporation "doing business" in the State to sue in its courts without taking certain qualifying steps. The plaintiff, …
Corporations -Accommodation Obligations - Effect Of "Guarantee" In Powers Section Of Statute
Corporations -Accommodation Obligations - Effect Of "Guarantee" In Powers Section Of Statute
Michigan Law Review
The court in the principal case recognized the general prohibition against corporate accommodation obligations but held the defendant liable on the theory of consent of the stockholders. With this portion of the opinion the writer has no quarrel. But exception is taken both to the interpretation given to the statute by the court and the accuracy of the principle relied upon, as expressed in the dictum quoted.
Corporations--Liability Of Stockholder In Non-Complying Foreign Corporation
Corporations--Liability Of Stockholder In Non-Complying Foreign Corporation
Michigan Law Review
The defendant was a stockholder in the A corporation, incorporated in Indiana to go business there, but carrying on its principal business in Tennessee where It had failed to comply with a law requiring foreign corporations to domesticate; Plaintiff, a holder of a trade acceptance on which the A corporation was primarily liable, sued defendant in Indiana, liability on the trade acceptance having been incurred in Tennessee. The A corporation being insolvent, plaintiff sought to hold the defendant personally liable on the ground that the failure of the corporation to comply with domestication statutes of Tennessee made its stockholders liable …
Partnership-Incorporation-Liability To Previous Creditors
Partnership-Incorporation-Liability To Previous Creditors
Michigan Law Review
The two defendants, partners in the operation of the Mulkey Motor Co., an automobile sales establishment, had indorsed promissory notes in the name of the firm and had sold them to the plaintiff. Later the defendants incorporated under the same name and continued to carry on the business as before. Thereafter the plaintiff, without knowledge of the incorporation, purchased from the defendants certain notes which were indorsed in the accustomed fashion. In an action against the defendants as partners, based on such indorsements of the latter notes, it was contended that the debt was that of the corporation. Held, …
Corporations-Qualifications Of Officers-Effect On Existing By-Laws Of Change In Statute
Corporations-Qualifications Of Officers-Effect On Existing By-Laws Of Change In Statute
Michigan Law Review
Corporate by-laws adopted under and following Act No. 84, Michigan Public Acts of 1921, required that directors be chosen from stockholders, the positions to become vacant should the directors dispose of their stock. In 1931 the statute was changed, now reading that "directors . . . need not be shareholders unless the articles so provide." The by-laws were not altered. Qualified directors subsequently disposed of their stock and petitioned the chancery court under the statute for dissolution of the corporation and appointment of a receiver. Appealing from an order granting that petition, creditors and stockholders of the corporation contended that …
Minority Stockholders And The Amendment Of Corporate Charters, Edward O. Curran
Minority Stockholders And The Amendment Of Corporate Charters, Edward O. Curran
Michigan Law Review
Professor Dodd has remarked that "few branches of corporation law are in a more confused and unsatisfactory state than that relating to the right of minority stockholders to prevent amendments to the corporate charter, to which they have not given their assent, from becoming operative." One of the reasons for this confusion is the fact that some of the cases which still serve as precedents were decided at a time when it was not the usual practice to reserve the power to alter, amend, or repeal corporate charters. The principles of these early cases have been carried over and applied …
Corporations - Right Of Minority Stockholders To Interfere In Corporate Management
Corporations - Right Of Minority Stockholders To Interfere In Corporate Management
Michigan Law Review
In determining the relationship between the majority and minority stockholders of a corporation, the courts are faced with the problem of striking a correct balance between the rights of the plaintiff stockholder, who alleges that he is being oppressed by the majority, and the rights of the majority, acting through the regular corporate machinery, who allege that the corporation is being harassed by a troublesome minority. It is necessary to protect the minority from the machinations of those in control; it is likewise necessary to protect the corporation, as controlled by the majority, from the blackmailer who holds a few …
Corporations - Attacks On Salaries Paid To Corporate Executives
Corporations - Attacks On Salaries Paid To Corporate Executives
Michigan Law Review
In October, 1933, the former president and chairman of the governing board of one of the world's greatest banks appeared before the Senate Committee on Banking and Currency, in Washington. During the course of the testimony, it was revealed that through the years 1929-33 this executive had received from his bank upwards of $1,100,000 in salary, bonus, and extra compensation. For the two years immediately past, he had served as a director in fifty-nine other corporations, from one of which he had at one time received a salary of $40,000 a year for services as director only, and from another …
Corporations - Duty Of Director To Stockholder On Stock Exchange Sales
Corporations - Duty Of Director To Stockholder On Stock Exchange Sales
Michigan Law Review
The recent case of Goodwin v. Agassiz presents the problem of the duty owed by a director to existing and prospective stockholders in its most typical and difficult form. The defendants were president and general manager, respectively, as well as directors of the Cliff Mining Corporation which owned mineral lands in Northern Michigan. The stock of the corporation was listed on the Boston Stock Exchange. The defendants in their capacity of directors had knowledge of a geologist's report which forecast possible existence of copper deposits in the corporation's lands. The defendants were also directors of another mining corporation owning lands …
Partnership - Declaration Of Trust - Stipulation Against Personal Liability
Partnership - Declaration Of Trust - Stipulation Against Personal Liability
Michigan Law Review
Plaintiff, the payee of a note of a Texas unincorporated association, sought to hold the defendant shareholders liable as partners. The articles of association provided for trustees to hold and manage the association property, but reserved powers in the shareholders so the latter could: (I) increase capital stock, (2) annually elect the trustees and annually increase or diminish the number of trustees, (3) repeal or amend any of the articles of association, (4) order trustees to call special meetings, (5) remove trustees and subject them to shareholders' orders at all times, ( 6) transact such business as they might inaugurate …
Corporations - Identity As Basis For Enforcing Contract Of Predecessor Against Successor - Fraud
Corporations - Identity As Basis For Enforcing Contract Of Predecessor Against Successor - Fraud
Michigan Law Review
The stockholders and officers of the Old South Engraving Company, wishing to escape a contract whereby that corporation was bound to hire only union labor, organized the Old South Photoengraving Corporation which purchased the business of the Engraving Company, giving therefor 9,000 of the issue of 12,000 no-par shares and issuing the rest to the stockholders of the Engraving Company in proportion to their holdings therein. It was announced that the Engraving Company would cease operating Saturday, June 4, and employees were given due notice. On Monday, June 6, the new company began operating at the same location with non-union …
Corporations - Pledge Of Stock - Statutory Liability Of Pledgee
Corporations - Pledge Of Stock - Statutory Liability Of Pledgee
Michigan Law Review
The owner of shares of bank stock pledged them to defendant corporation to secure a loan. Defendant had the bank issue a new certificate to it in its own name. On the failure of the bank plaintiffs, creditors, sought to hold defendant for "double" liability under statute. Held, under the Montana statute providing that pledgees should not be personally liable as stockholders, defendant was not liable despite the fact that the bank's records did not show it to be a pledgee. Mitchell v. Banking Corp. of Montana, (Mont. 1933) 24 Pac. (2d) 124.
Corporations - Pre-Emptive Rights In Treasury Shares
Corporations - Pre-Emptive Rights In Treasury Shares
Michigan Law Review
Plaintiff, a former shareholder, sued the directors of a corporation for damages arising out of their alleged refusal to allow him pre-emptive rights in stock that had been issued, re-purchased by the corporation from the shareholders, and re-issued by the defendant-directors to themselves. Upon appeal from an order dismissing the complaint for insufficiency, held, that the order be reversed on the law. Hammer v. Werner, (App. Div. 1933) 265 N. Y. S. 172.
Corporations - Dissenting Stockholder's Suit -Conditional Decree
Corporations - Dissenting Stockholder's Suit -Conditional Decree
Michigan Law Review
The directors and majority stockholders of a Minnesota mining corporation which. needed financing were also the directors and majority stockholders of another Minnesota mining corporation which had a large surplus. They decided to consolidate the two in order to finance the one, offering the stockholders of each corporation a share for share exchange, which would result in the stockholders of the unsuccessful corporation having a 9/16 control of the consolidated corporation. Dissenting stockholders, holding 18/100 of 1% of the total stock in the successful corporation, brought a bill to restrain the consolidation and to have a receiver appointed to take …
Trusts - For Employees - Definiteness Of Cestui
Trusts - For Employees - Definiteness Of Cestui
Michigan Law Review
The testator by his last will and testament devised a saw mill owned by him to certain trustees, the will reading, "I suggest that my said trustees sell the mill" for a specified price about half the estimated value of the property to a corporation to be organized by "my employees." There was a further provision reading, "I suggest that all the employees who have been in my employment for five years or longer should hold stock in such corporation, should they so desire in such proportions as my trustees shall presence." After the corporation had been organized, the incorporators …
Bankruptcy -- Fraudulent Conveyances -- Dealings Between One-Man Corporations Owned By One Person
Bankruptcy -- Fraudulent Conveyances -- Dealings Between One-Man Corporations Owned By One Person
Michigan Law Review
H was president of corporations A, B, and C. Through his control of B and C he secured personal advances approximating $600,000. This money he loaned as personal funds to A which through its directors and officers, in their official capacities, was aware of the source of the funds though not of the exact amounts nor of the fact of unlawful diversion. F bank held certain matured promissory notes of B upon which H had become obligated as guarantor. B and H were in financial difficulties and F bank threatened to throw H into bankruptcy.A thereupon, and …
Receivers - Consent Receivership Not Allowed In Michigan
Receivers - Consent Receivership Not Allowed In Michigan
Michigan Law Review
A general creditor filed a bill alleging that the defendant corporation's assets as shown by its books have a value in excess of its indebtedness but that it cannot meet its current obligations although its assets, when converted into money would be sufficient to meet them and continue its business; that several suits have been instituted by defendant's creditors and that if executions are issued and levies made, defendant will be compelled to cease operations and losses will be suffered by all of defendant's creditors, whereas, if a receiver is appointed to operate its business their claims may be paid …
Corporations - Interference With The Internal Affairs Of A Foreign Corporation
Corporations - Interference With The Internal Affairs Of A Foreign Corporation
Michigan Law Review
The quaint cliché, "interference with the internal affairs of a foreign corporation," has sufficiently dominated judicial decisions to merit an exalted place in what Justice Cardozo has called "the tyranny of tags and tickets." A frequently adopted analysis for the purpose of determining whether the court will hear the cause allegedly involving internal affairs confines the inquiry of the court to the application of a test laid down by the Maryland court about a half century ago.